Sidebilder
PDF
ePub

assed to accept the benefits of the provisions of this Act, and to be ound thereby. § 140. Nothing contained in this Act shall be construed to alter, Lodify or repeal any of the provisions of an Act entitled, “An Act to provide for the regulation of public utilities,” approved June 30, 1913, in force January 1, 1914, and amendments thereto. . The term “public utility” or “public utilities” as used in this Act shall be the o as defined in said Act to provide for the regulation of public utilities.

- § 141. Nothing contained in this Act shall be held or construed to alter, modify, release or impair the rights of this State as now reserved to it in any railroad charter heretofore granted, or to effect in any way the rights or obligations of any railroad company derived from, so imposed by such charter.

§ 142. Nothing herein contained shall be so construed to authorise or permit the Illinois Central Railroad Company to sell the railway constructed under its charter approved February 10, 1851, or to mortgage the same, except subject to the rights of the State under its othet with said company, contained in its said charter, or to dishe is corporate existence, or to relieve itself or its corporate property om its obligations to this State, under the provisions of said charter; nor shall anything herein contained be so construed as to in any manor relieve or discharge any railroad company, organized under the os of this State, from the duties or obligations imposed by virtue of any statute now in force or hereafter enacted. , § 143. Whenever, under the provisions of this Act, any action is " * taken after notice either to the stockholders or directors, or after * lanse of a prescribed period of time, such action may be taken ...thout notice and without the lapse of such prescribed period of time, such action be taken while all persons interested are present, and "Senting thereto or be authorized or approved or such requirement * Waived in writing by each nerson interested and entitled to notice, or by his attorney thereto authorized.

id § 144. All notices required by this Act, except as otherwise pro* herein, shall be in writing, and when not personally served, *" he deposited in the post office at least twenty days before the ". fixed for the event whereof notice is given, properly addressed o last known post office address of the person or corporation en''' to such notice. When a notice is required to be published, it ol onless herein otherwise provided, be published in a newspaper of ol circulation, published in the county in this State within which o Principal office or place of business of the corporation is located, once oth week for three successive weeks.

o 145. Copies of all articles of incorporation, and amendments WA o of certificates of consolidation, merger or dissolution, or any o Awfully filed, and certificates licensing foreign corporations, duly ourt "d by the Secretary of State, shall be taken and received in all "", ond places as prima facie evidence of the facts therein stated. § 146. The General Assembly shall at all times have power to

*ssor, - - - - - - *ribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be bind ing upon any and all corporations, domestic or foreign, formed or ad mitted to do business under this Act, and subject thereto, and th legislature shall have power to amend, repeal or modify this Act a pleasure.

§ 14;. The provisions of this Act shall apply to commerce wit foreign nations and among the several states only insofar as the sam may be permitted under the provisions of the constitution of the United States.

PENALTIES.

§ 148. If any corporation heretofore or hereafter organized undes the laws of this State shall, under color of any of the powers granted herein, commit any act in excess of such powers, such act shall he voidable at the instance of the Attorney General, in a direct proceeding in the nature of a quo warranto instituted by him against the corporation.

§ 149. If any person or persons being, or pretending to be, an officer or agent or board of directors of any corporation, or pretended corporation shall assume to exercise corporate powers or use the name of such coporation or pretended corporation before it has been authorized to do business, under the laws of this State, then they shall be jointly and severally liable for all debts and liabilities made by them and contracted in the name of such corporation or pretended corporation, and suits at law may be prosecuted therefor by creditors individually.

§ 150. If any report, certificate, or statement made, or public notice given by the officers or any of them, of a corporation, shall be false in any material particular, statement or representation, all of the officers who have signed the same, knowing it to be false, shall be jointly and severally liable for all damages arising therefrom.

§ 151. If any officer of a corporation required by this Act to make a report under oath to the Secretary of State, shall in such report willfully and knowingly make any false statement, he shall be guilty of perjury.

§ 152. Any corporation, or any officer or agent thereof, failing or neglecting to sile in the office of the recorder of deeds within the time required by this Act the instruments and papers required by this Act to be recorded, shall be deemed guilty of a misdemeanor and upon conviction thereof may be fined in any sum not exceeding five hundred dollars.

§ 153. Any corporation failing to file its annual report within the time required by this Act shall be guilty of a misdemeanor, and upon conviction thereof, shall be fined in any sum not exceeding one thousand dollars.

REPEAL AND SAVING.

§ 151. The following Acts and parts of Acts are hereby repealed: “An Act in relation to the consolidation of incorporated comr panies,” approved March 9, 1867, in force May 9, 1867;

Sections 1 to 28%, inclusive, of “An Act concerning corporations,” soved April 18, 1872, in force July 1, 1872; "An Act to provide for changing the names, for changing the late of doing business, for increasing or decreasing the capital stock, so increasing or decreasing the number of directors, for enlarging or tanging the objects for which such corporation were formed, and for he consolidation of incorporated companies,” approved and in force March 25, 1873 (1872), as amended by an Act approved June 6, 1889, and in force July 1, 1889, insofar as said Act refers to any corporation or corporations other than railroads; "An Act authorizing the changing of the number of directors of incorporated companies in certain cases,” approved and in force May 22, 1877 ; * Section -a and section 7-b of “An Act to provide for the punishlot of persons, co-partnerships or corporations forming pools, trusts and combinations and mode of procedure and rules of evidence in such ors." approved June 11, 1891, and in force July 1, 1891; "An Act to amend an Act entitled, “An Act concerning corporatons. Approved April 18, 1872, and in force July 1, 1872, by providso for the dissolution of corporations organized or hereafter organ* upon the stock plan thereunder by adding thereto four sections, to be numbered fifty, fifty-one, fifty-two and fifty-three, respectively,” |proved June 17, 1895, and in force July 1, 1895; “An Act concerning real estate agency corporations,” approved June 23, 1915, and in force July 1, 1915; “An Act to regulate the admission of foreign corporations for lost to do business in the State,” approved May 18, 1905, and in force July 1, 1905; Sections 1, 2, 3, 4, 5, 6, 8 and 9 of “An Act requiring corporations "make annual reports to the Secretary of State and providing for *llation of articles of incorporation for failure to do so, and to *al a certain Act therein named,” approved May 10, 1901, and in so July 1, 1901: "An Act regarding sees for the incorporation and increase of *al stock of companies and corporations in this State,” approved * 15, 1895, and in force July 1, 1895: "An Act to provide for the incorporation of associations for the "We of owning certain classes of real estate and defining and "ting the powers of such corporations,” approved June 29, 1917, and in force July 1, 1917: "An Act to provide for the incorporation of co-operative associao for pecuniary profit,” approved May 31, 1887, in force July 1, on 1. § 1%. Corporations organized hereunder for the purpose of con"ong, maintaining and operating any elevated way or conveyor *ll he subject to the provisions of: - - "An Act in regard to elevated ways and conveyors,” approved \o. 1875, in force July 1, 1875, and amendments thoroto: Corporations organized hereunder for the purpose of accepting * \touting trusts shall be subject to the provisions of:

“An Act to provide for and regulate the administration of trusts by trust companies,” approved June 16, 1887, in force July 1, 1887, and amendments thereto. Corporations organized hereunder for the purpose of building, operating and maintaining within this State any levee, canal or tunnel for agricultural, mining or sanitary purposes, shall be subject to the provisions of: “An Act to enable the construction by incorporated companies of levees, canals and tunnels for agricultural, mining or sanitary purposes,” approved June 10, 1897, in force July 1, 1897, and amendments thereto. Corporations organized hereunder, in counties of over two hundred and fifty thousand inhabitants, to loan money on pledges of goods, chattels, and savings bank deposit books, commonly called pawners' societies, shall be subject to the provisions of: “An Act to provide for the incorporation, management and regulation of pawners’ societies and limiting the rate of compensation to be paid for advances, storage and insurance of pawns and pledges, and to allow the loaning of money upon personal property,” approved March 29, 1899, in force July 1, 1899, and amendments thereto. Corporations organized hereunder for the purpose of loaning money secured by assignment of wages shall be subject to the provisions of : “An Act to provide for the incorporation, management and regulation of wage loan corporations and to allow the loaning of money by such corporations secured by assignment of wages, and limiting the rate of compensation to be paid,” approved June 20, 1913, in force July 1, 1913. - § 156. The provisions of this Act, so far as they are the same as those existing statutes, shall be construed as a continuation thereof. and not as a new enactment; and a reference in a statute which has not been repealed, to provisions of law which have been revised and reenacted herein, shall be construed as applying to such provisions as so incorporated in this Act. The repeal of a law by this Act shall not affect any act done, ratified or confirmed, or any right accrued or established, or any penalty incurred under the provisions of such law. § 157. If any clause, sentence, paragraph or part of this Act shall be adjudged by any court of competent jurisdiction to be invalid or unconstitutional, such judgment shall not affect, impair, invalidate or nullify the remainder of this Act, but the effect thereof shall be confined to the clause, sentence, paragraph, or part thereof immediately involved in the controversy in which such judgment or decree shall be rendered. § 158. Whenever commissioners licensed to open books of subscription to the capital stock of a proposed corporation to be organized under any law of this State shall desire to complete the organization of such company, they may proceed to do so in the same manner as provided by this Act, provided, they complete the organization of such

Iosed corporation within the time specified by the Act under which oth license was issued. APPROVED June 28, 1919.

DEFECTIVE ORGANIZATIONS. it. Certificate recorded after time limit—validated—exceptions.

(SENATE BILL No. 469. APPRoved JUNE 28, 1919.)

* AT to cure defective organizations of corporations organized under * Act entitled: “An Act concerning corporations,” approved April 18, 1872, in force July 1, 1872, where the certificates of complete oroutions have not been recorded in the office of the recorder of *ds, within the time specified.

SECTION 1. Be it enacted by the People of the State of Illinois, "presented in the General Assembly: That in any case in which a oration has been attempted to be organized under the Act of the "heral Assembly of this State, entitled, “An Act concerning corporao” approved April 18, 1872, and in force July 1, 1872, and Acts oldatory thereof, and a certificate of the complete organization of * Corporation has been duly issued by the Secretary of State, and * Corporation so attempted to be organized, and so certified by said *itate to have been completely organized, has thereupon proceeded "do business as a corporation within the period of two (2) years after he date of the license issued by the Secretary of this State for the orAmitation of such corporation, and has continuously since been, and at the date of the passage of this Act, purporting to transact business, oil carry on its affairs as a corporation, and said certificate has been ofore recorded in the office of the recorder of deeds of the county * the principal office of said company is located, as set forth in said *tificate, but such certificate was recorded not prior, but subsequent, "the expiration of two years from the date of said license, such corpo*ion is hereby made a valid, legal and fully organized corporation the ome as if said certificate had been so recorded in said recorder's office "ithin two years from the date of such license, and all the acts and Tassactions done by, and with, such corporation, are hereby made legal on binding; provided, however, that this Act shall not affect any liaity of any officer, director, stockholder or agent of such corporation, outred prior to the passage of this Act.

APPROVED June 28, 1919.

ILLINOIS SECURITIES LAW.

* 1: Name of law. § 4. Securities belonging to Class “A”—exempt. ; 2. ! Words and phrases defined. $ 5. Securities belonging to . Class “B”—exempt on condition. | | Division and classification of securities. § 6. Class “C” securities defined.

« ForrigeFortsett »